Shareholders' Meeting approves the resolutions proposed by the Board of Directors

September 17, 2024 at 11:22

Shareholders' Meeting approves the resolutions proposed by the Board of Directors:

• Introduction of the option to hold meetings with exclusive attendance by the Company's Designated Representative.
• Enhancement of the increased voting rights system.
• Delegation of authority to the Board of Directors to increase share capital.

The Shareholders' Meeting of Reply S.p.A. [EXM, STAR: REY], met today in extraordinary session, approved all resolutions proposed by the Board of Directors:

Approval of the proposal to introduce the possibility of holding shareholders' meetings with exclusive attendance by of the Company Designated Representative.

The Extraordinary Shareholders' Meeting resolved to amend the company's bylaws to allow meetings to be held exclusively through the participation of the Company’s Designated Representative, in accordance with the provisions of Article 135-undecies.1 of the Consolidated Law on Finance (TUF), resulting in a modification of Article 12 (Voting Rights) of the company’s bylaws.

The bylaw amendment shall be effective upon registration of the Extraordinary Shareholders' Meeting resolution with the competent Companies Register

Approval of the proposal to enhance the increased voting rights system.

The Extraordinary Shareholders' Meeting has also approved the enhancement of the currently active increased voting rights system, resulting in an amendment to Article 12 (Voting Rights) of the company's bylaws.

It is noted that the shareholders of the Company who did not participate in the adoption of this resolution (i.e., those absent, abstaining, or dissenting) ("Withdrawing Shareholders") are entitled to exercise their right of withdrawal, pursuant to Article 2437 of the Italian Civil Code, starting from the date of registration of the resolution with the competent Companies Register, in accordance with the terms outlined in the related explanatory report.

It is also marked that the effectiveness of this amendment to the Articles of Association is subject to the following Resolutory Condition:

• the total amount in cash potentially payable by Reply to the Withdrawing Shareholders exceeds €100 million.

The Company may waive this Resolutory Condition at any time, even if it occurs.

Finally, it should be noted that withdrawal - by those shareholders who did not participate in the adoption of the resolution - is a right and not an obligation (meaning they may decide whether or not to exercise it) and that the liquidation price that will be granted to Withdrawing Shareholders is set at €130.956 for each Reply S.p.A. share.

Further information concerning the exercise of the right of withdrawal will be provided in accordance with the applicable laws and regulations.

Approval of the delegation authority to the Board of Directors to increase the share capital, including decision about possible share premium and the exclusion of the option right, up to a maximum of 20% of the share capital, subject to the revocation of the previous delegation authority granted on 26 April 2021.

The Shareholders' Meeting revoked the delegation authority granted on 26 April 2021 to the Board of Directors to increase the share capital and has authorised the Board of Directors, pursuant to Articles 2443 and 2420-ter of the Italian Civil Code, (i) to increase the share capital for cash with a possible share premium and with the right to exclude option rights pursuant to Article 2441, paragraphs 4 and 5 of the Italian Civil Code, up to a maximum of 20% of the share capital and (ii) to issue convertible bonds allowing the subscription of new shares, to be carried out, in one or more tranches, and therefore in divisible form, for a maximum period of five years, from the date of the Extraordinary Shareholders' Meeting.

Consequently, the Shareholders' Meeting resolved to amend Articles 5 (Capital) and 6 (Shares and Bonds) of Company’’s bylaw.

The summary report of the voting, the minutes of the Extraordinary Shareholders' Meeting and the updated Articles of Association will be made available within the terms provided by the applicable laws and regulations.

This press release is a translation, the Italian version will prevail.